Common use of purchased Clause in Contracts

purchased. If at the expiration of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Repurchase Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Each Holder whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered by such Holder. (4) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase pursuant to this Section 4.14, the Company shall also deliver to the Trustee an Officers' Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.14. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (e) The Company shall comply, to the extent applicable, with the requirements of Section 14 (e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (f) Notwithstanding the foregoing limitations on Asset Sales and restrictions on and requirements for the use of Net Cash Proceeds therefrom, the Company and its Subsidiaries, as the case may be, may at any time and from time to time effect any of the following transactions, and the Net Cash Proceeds, if any, realized from any of the following transactions shall not be subject to the application requirements of Section 4.14(a) or Section 4.14(b): (i) the Company or any Subsidiary of the Company may convey, sell, lease, transfer, or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or to a wholly owned Subsidiary of the Company; (ii) the Company and its Subsidiaries may engage in Asset Sales not otherwise permitted in clauses (i) or (iii) through (vi) of this Section 4.14(f), provided, however, that the aggregate proceeds from all such Asset Sales and the fair market value of all assets sold pursuant to this clause (ii) does not exceed $1 million in any twelve-month period; (iii) the Company and its Subsidiaries may engage in Asset Sales incident to and resulting from a transaction expressly permitted under Section 5.1; (iv) the Company and its Subsidiaries may sell, assign, lease, license, transfer, abandon or otherwise dispose of (a) damaged, worn out, unserviceable or other obsolete property in the ordinary course of business, or (b) other property no longer necessary for the proper conduct of their business; (v) the Company and its Subsidiaries may engage in Asset Sales (a) in connection with the settlement of litigation or the payment of judgments, or (b) the Net Cash Proceeds of which are used in connection with the settlement of litigation or for the payment of judgments; provided, however, that the aggregate value of assets transferred pursuant to clauses (a) and (b) preceding from and after the Issue Date does not exceed $10 million; (vi) the Company and its Subsidiaries may convey, sell, transfer or otherwise dispose of Hydrocarbons or other mineral products in the ordinary course of business; and (vii) the Company and its Subsidiaries may convey, sell, transfer or otherwise dispose of Drilling Production Payments and interests related to Drilling Programs; provided, however, that an amount equal to the Net Cash Proceeds of each such conveyance, sale, transfer or other disposition shall be used for Capital Expenditures or to make a Repurchase Offer. (g) For the purpose of determining compliance with this Section 4.14 with respect to the application or use of the Net Cash Proceeds of any Asset Sale consummated by the Company or any Subsidiary of the Company, if such Net Cash Proceeds would be eligible for application or use under or pursuant to more than one of the categories of application or use permitted under Section 4.14(a) or Section 4.14(f), without, for purposes of determining such eligibility only, giving effect to any specific limitation on the amount or the aggregate amount of Net Cash Proceeds that may be applied or used under any otherwise eligible category of application or use in effect at the time such application is to be effected, the Person in question consummating such Asset Sale shall have the right to determine in its sole discretion the eligible category or categories of application or use pursuant to which all or any portion of such Net Cash Proceeds shall be applied or used, and may, at its option and in its sole discretion, elect either (i) to effect the application or use of the full amount of such Net Cash Proceeds pursuant to any one of such eligible categories of application or use permitted under Section 4.14(a) or Section 4.14(f), subject, however, to any limitation on the amount or the aggregate amount that may be applied or used under such eligible category of application or use in effect at the time such application or use is effected, or (ii) to effect the application or use of such Net Cash Proceeds by apportioning the full amount of such Net Cash Proceeds to be applied or used between or among any two or more of such eligible categories of application or use permitted under Section 4.14(a) or Section 4.14(f) in such amounts and order of application or use as the Person in question consummating such Asset Sale may determine in its sole discretion, subject, however, as to each portion of such Net Cash Proceeds apportioned for application or use under any one of such eligible categories of application or use, to any limitation on the amount or the aggregate amount of Net Cash Proceeds that may be applied or used under such eligible category of application or use in effect at the time such application or use is effected.

purchased. If at the expiration The purchase price for all of the Offer Period Company Interests shall be seventy-five percent (75%) of the aggregate principal amount Value of Notes surrendered the Company Interests. The purchase price any purchasing Member shall pay for the applicable portion of the Company Interests shall equal seventy-five percent (75%) of the Value of the applicable portion of the Company Interests being purchased by Holders exceeds such Member. The closing of any Member's purchase of any portion of a Selling Physician Member's Company Interests shall occur within fifteen (15) days of the Repurchase Offer Amountdate of the applicable Member Purchase Notice. At such closing, the purchase price shall be paid by each applicable purchaser, in full, in legal tender of the United States, by certified check of the purchaser or by official bank check. (iii) At the last closing to occur pursuant to Section 10.2(a)(ii), to the extent any of the Selling Physician Member's Company Interests remain after the Members exercise their option in Section 10.2(a)(i), the Company shall select have the Notes option to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the purchase any remaining Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased). Each Holder whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion Interests of the Notes surrendered by such Holder. Selling Physician Member at a purchase price equal to seventy-five percent (475%) At of the time Value of the remaining Company delivers Notes to Interests of the Trustee which are to be accepted for purchase pursuant to this Section 4.14, the Company shall also deliver to the Trustee an Officers' Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.14Selling Physician Member. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder. (e) The Company shall comply, evidence the election to purchase by written notice (the "Company Purchase Notice") to the extent applicableSelling Physician Member, with specifying the requirements portion of Section 14 Company Interests to be purchased. The closing of the Company's purchase of a Selling Physician Member's Company Interests shall occur within fifteen (e15) days of the date of the Company Purchase Notice. At such closing, the purchase price shall be paid at the election of the Company, either: (A) in full, in legal tender of the United States, by certified check of the Company or by official bank check; or (B) by payment at the closing of not less than twenty-five percent (25%) of the Exchange Act purchase price and any other securities laws or regulations in connection with the purchase by delivery of Notes pursuant to this Section 4.14. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (f) Notwithstanding the foregoing limitations on Asset Sales and restrictions on and requirements for the use of Net Cash Proceeds therefrom, the Company and its Subsidiaries, as the case may be, may at any time and from time to time effect any of the following transactions, and the Net Cash Proceeds, if any, realized from any of the following transactions shall not be subject to the application requirements of Section 4.14(a) or Section 4.14(b): (i) the Company or any Subsidiary of the Company may convey, sell, lease, transfer, or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or to a wholly owned Subsidiary of the Company; (ii) the Company and its Subsidiaries may engage in Asset Sales not otherwise permitted in clauses (i) or (iii) through (vi) of this Section 4.14(f), provided, however, that the aggregate proceeds from all such Asset Sales and the fair market value of all assets sold pursuant to this clause (ii) does not exceed $1 million in any twelve-month period; (iii) the Company and its Subsidiaries may engage in Asset Sales incident to and resulting from promissory note having a transaction expressly permitted under Section 5.1; (iv) the Company and its Subsidiaries may sell, assign, lease, license, transfer, abandon or otherwise dispose of (a) damaged, worn out, unserviceable or other obsolete property in the ordinary course of business, or (b) other property no longer necessary for the proper conduct of their business; (v) the Company and its Subsidiaries may engage in Asset Sales (a) in connection with the settlement of litigation or the payment of judgments, or (b) the Net Cash Proceeds of which are used in connection with the settlement of litigation or for the payment of judgments; provided, however, that the aggregate value of assets transferred pursuant to clauses (a) and (b) preceding from and after the Issue Date does not exceed $10 million; (vi) the Company and its Subsidiaries may convey, sell, transfer or otherwise dispose of Hydrocarbons or other mineral products in the ordinary course of business; and (vii) the Company and its Subsidiaries may convey, sell, transfer or otherwise dispose of Drilling Production Payments and interests related to Drilling Programs; provided, however, that an principal amount equal to the Net Cash Proceeds of each such conveyanceremainder, sale, transfer or other disposition shall be used for Capital Expenditures or to make a Repurchase Offer. (g) For bearing interest per annum at the purpose of determining compliance with this Section 4.14 with respect to rate quoted on the application or use date of the Net Cash Proceeds of any Asset Sale consummated closing by The Wall Street Journal as the Company or any Subsidiary "Prime Rate," prepayable without penalty, and payable in not more than thirty-six (36) monthly installments, commencing one (1) month after the date of the Company, if such Net Cash Proceeds would be eligible for application or use under or pursuant to more than one of the categories of application or use permitted under Section 4.14(a) or Section 4.14(f), without, for purposes of determining such eligibility only, giving effect to any specific limitation on the amount or the aggregate amount of Net Cash Proceeds that may be applied or used under any otherwise eligible category of application or use in effect at the time such application is to be effected, the Person in question consummating such Asset Sale shall have the right to determine in its sole discretion the eligible category or categories of application or use pursuant to which all or any portion of such Net Cash Proceeds shall be applied or used, and may, at its option and in its sole discretion, elect either (i) to effect the application or use of the full amount of such Net Cash Proceeds pursuant to any one of such eligible categories of application or use permitted under Section 4.14(a) or Section 4.14(f), subject, however, to any limitation on the amount or the aggregate amount that may be applied or used under such eligible category of application or use in effect at the time such application or use is effected, or (ii) to effect the application or use of such Net Cash Proceeds by apportioning the full amount of such Net Cash Proceeds to be applied or used between or among any two or more of such eligible categories of application or use permitted under Section 4.14(a) or Section 4.14(f) in such amounts and order of application or use as the Person in question consummating such Asset Sale may determine in its sole discretion, subject, however, as to each portion of such Net Cash Proceeds apportioned for application or use under any one of such eligible categories of application or use, to any limitation on the amount or the aggregate amount of Net Cash Proceeds that may be applied or used under such eligible category of application or use in effect at the time such application or use is effectedclosing.